Website Disclaimer

MATERIALS ON THIS WEBSITE ARE MADE AVAILABLE BY NIMROD SEA ASSETS LIMITED FOR INFORMATION PURPOSES ONLY. THE MATERIALS CONTAINED ON THE WEBSITE ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

The information contained on the website does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. Nimrod Sea Assets Limited (the “Company”) has not been and will not be registered under the US Investment Company Act of 1940 (the “Investment Company Act”) and, as such, holders of the securities referred to herein and on the pages that follow will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities referred to herein and on the pages that follow may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The securities referred to herein and on the pages that follow have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, within the United States or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act (“US Persons”). There will be no public offer of the securities referred to herein and on the pages that follow in the United States, Australia, Canada or Japan. Subject to certain exemptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein and on the pages that follow have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Potential users of this information are requested to inform themselves about and to observe any such restrictions.

The information on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance.

1. Terms and Conditions

1.1 The terms and conditions set out below apply to your use of the Company’s website. Please read them.

1.2 “The Company” means Nimrod Sea Assets Limited and any of its subsidiaries and related companies, and references to “the Company’s website” are to any of the Company’s websites and also include, but are not limited to, the text, images, links, sounds, graphics, and video sequences displayed on those websites (the “Materials”).

1.3 By clicking and entering www.nimrodseaassets.com you agree that you have read and accept these terms and conditions. If you do not agree, do not use www.nimrodseaassets.com. The information in the Company’s website is only for the attention of the residents of jurisdictions where it can be lawfully disseminated. It is your responsibility to be aware of and to observe all applicable laws and regulations for your country of residence.

1.4 No information contained in these pages should be taken as a recommendation to buy, sell, or hold the shares of any entity. Nothing on the Company’s website or in the Materials constitutes or is intended to constitute financial or other advice and you should not act upon any information contained on the Company’s website or in the Materials without first consulting a financial or other professional adviser.

1.5 The Company’s website is not intended to offer or to promote the offer or sale of the shares in the Company (the “Shares”) in the United States or to US Persons.

1.6 The Shares may not be acquired by: (i) investors using assets of: (A) an “employee benefit plan” as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is subject to Title I of ERISA; (B) a “plan” as defined in Section 4975 of the United States Internal Revenue Code of 1986, as amended (the “US Tax Code”), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity whose underlying assets are considered to include “plan assets” by reason of investment by an “employee benefit plan” or “plan” described in preceding clause (A) or (B) in such entity pursuant to the US Plan Assets Regulations; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code, unless its purchase, holding, and disposition of the Shares will not constitute or result in a non-exempt violation of any such substantially similar law.

1.7 The Company delivers to its shareholders annual audited financial statements, an unaudited interim report, and such other shareholder notices as the Company deems appropriate. Unless a shareholder indicates otherwise by written notice to the Company, the shareholder hereby consents to receive the Company’s financial statements, shareholder newsletters, and other shareholder notices and materials via email to the shareholder’s email address in the Company’s records or via the Company’s website at www.nimrodseaassets.com. Although the Company does not impose any additional charges for electronic delivery, the shareholder may, of course, incur costs associated with the shareholder’s electronic access, such as usage charges from the shareholder’s Internet access providers. The shareholder may revoke its election to receive such documents via electronic delivery at any time by written notice to the Company requesting that the Company send such documents via facsimile or in hard copy via the postal service to the address notified to the Company by the shareholder from time to time.

2. Privacy policy

The Company respects the privacy of individuals who visit the Company’s website and is careful to ensure that information disclosed to the Company in confidence is treated confidentially. Please see the Company’s full privacy policy.

3. Limitation of Liability

3.1 Use of the Company’s website and the Materials are at your sole risk. The Company will not be liable to any person for any direct, indirect, special or consequential losses, damages, or awards of any kind, howsoever caused, as a result of the use of or inability to use, or reliance on, the Company’s website or any of the Materials. To the maximum extent permitted by law, the Company excludes all warranties, conditions, terms, undertakings, and representations (excepting fraudulent misrepresentation) of any kind, express or implied, statutory or otherwise in connection with the Company’s website and the Materials. Nothing in these terms and conditions shall be taken to limit or exclude any liability, which may not otherwise be limited or excluded under applicable law.

3.2 Nothing in this website should be construed as investment, tax, legal, or other advice, nor is it to be relied upon in making an investment decision. Those accessing the website should consult their financial advisers regarding the suitability of any of the products referred to on this website. The value of investments and the income from them may go down as well as up and an investor may receive back less than the original investment; past performance is not necessarily a guide to future performance.

4. Disclaimer

4.1 The Materials and the Company’s website are provided on an “as is” and “as available” basis and do not purport to be full or complete. The Company gives no warranties (express, implied, or statutory) as to satisfactory quality or fitness for purpose of the Materials, including, without limitation, as to the accuracy, validity, timeliness, merchantability, or completeness of any information or data contained therein (whether prepared by the Company or by any third party), or that any of the Materials or the Company’s website will be provided uninterrupted or free from errors or that any identified defect will be corrected. The Company has the right to suspend or withdraw the provision of all or any of the Company’s website or the Materials without prior notice at any time. You are entirely responsible for your use of the website and for the consequences of relying on any content. Further, no warranty of any kind is given that the Company’s website and the Materials are free from any virus or other malicious, destructive, or corrupting code, program, or macro. The Company does not warrant that the Company’s website or the server(s) that make(s) them available are free of any virus or other harmful elements.

4.2 To the maximum extent permitted by law, the Company disclaims all liability to you arising out of your use of the website. In particular, the Company shall not be liable for any direct or indirect loss or damage to you, any loss of profits, loss of business, revenue, data, goodwill, or anticipated or consequential loss or damage.

4.3 Reference in the Company’s website and the Materials or both the Company’s website and the Materials to any hypertext link, product, process, or service does not imply the Company’s support for, or endorsement or recommendation of the provider thereof or the product, process, or service to which reference is made. The Company’s website may contain hypertext links to other websites, resources, or other third parties. The Company is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents. The Company is not a sponsor, partner, promoter, or publisher of any such website.

5. Copyright and trademarks

5.1 The Materials are the copyright of the Company and its third-party licensors and may not be copied, distributed, uploaded, posted, republished, decompiled, disassembled, reverse-engineered or transmitted in any way without the prior written consent of the Company. You may, however, download one copy of the Materials for your personal non-commercial use or non-commercial use within the organisation in which you work on condition that you do not delete or change any copyright, trademark, or other proprietary notice contained in the Materials or alter the way in which they are presented. Modification or use other than as permitted above violates the Company’s intellectual property rights in the Materials.

5.2 The trademarks, service marks, and logo used and displayed on the Company’s website are registered and unregistered trademarks of the Company and others. The intellectual property rights in the “Nimrod Sea Assets Limited” name and logo are owned by the Company and used by the Company under licence. Nothing in these terms and conditions or on the Company’s website should be construed as granting any licence or right to use any trademark displayed on the Company’s website. The Company enforces infringements of its intellectual property rights to the fullest extent permitted by the law.

6. Governing law

The agreement between you and the Company relating to your use and browsing of the Company’s website is governed by and shall be construed in accordance with the laws of England and Wales and you agree that the Courts of England shall have exclusive jurisdiction over any disputes arising in relation to such use and browsing. These terms and conditions may not be modified unless the Company agrees in writing.

7. Use of cookies

This website will use a cookie to confirm that this disclaimer has been acknowledged. The cookie lasts only as long as your browser is open and cannot be used to obtain any private data about you. You do not have to accept cookies from this site but if you do not you will be required to acknowledge the disclaimer on every page.

8. The Materials that you are seeking to access are not directed at and may not be viewed by or distributed to persons: 8.1 who are located in the United States or who are, or are acting for the account or benefit of, US Persons; or

8.2 located in a jurisdiction where it is not lawful to access the Materials. By clicking “I understand and agree” below, you represent, warrant and agree that you (1) have read and understood the terms and conditions and other information set out above, (2) agree to be bound by its terms, (3) are permitted under applicable laws and regulations to receive the information contained in the pages that follow and, (4) agree that you will not transmit or otherwise send any information contained in this website to any person in the United States, to any US Person, or to publications with a general circulation in the United States. If you cannot so certify and agree, you must click the button labelled “I decline” or otherwise exit this site.